UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

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Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

x Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12

Cedar Fair, L.P.

(Name of Registrant as Specified In Its Charter)

N/A

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(4) Date Filed:

On December 22, 2010, Cedar Fair made available the following presentation materials to be used by Cedar Fair at a meeting with Institutional Shareholder Services:

Presentation to ISS

December 22, 2010

2

Forward-Looking Statements

Some slides and comments included here, particularly related to estimates,

comments on expectations about future performance or business

conditions, may contain forward looking statements. These statements

may involve risks and uncertainties that are difficult to predict, may be

beyond our control and could cause actual results to differ materially from

those

described

in

such

statements.

Although

we

believe

that

the

expectations reflected in such forward-looking statements are reasonable,

we

can

give

no

assurance

that

such

expectations

will

prove

to

be

correct.

Important factors, including those listed under Item 1A in the Partnership’s

Form 10-K, could adversely affect our future financial performance and

cause actual results to differ materially from our expectations.

3

Additional Information About The Special Meeting Request

This may be deemed to be solicitation material in respect of the

Company's Special Meeting of

Unitholders

scheduled

for

January

11,

2011.

On

December

10,

2010,

in

connection

with the

Special Meeting, the Company filed a definitive proxy statement and a form of proxy with the SEC

and the definitive proxy statement and a form of proxy has been mailed on or about December

13, 2010 to the Company’s unitholders

of record as of December 9, 2010.  In addition, the

Company will file with, or furnish, to the SEC all additional relevant materials.  BEFORE MAKING

ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE

URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE

SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT, BECAUSE THEY

WILL

CONTAIN

IMPORTANT

INFORMATION

ABOUT

THE

SPECIAL

MEETING.

Investors and

security holders will be able to obtain a copy of the definitive

proxy statement and other

documents filed by the Company free of charge from the SEC’s website,

www.sec.gov.  The

Company’s Unitholders

will also be able to obtain, without charge, a copy of the definitive proxy

statement and other relevant documents by directing a request by

mail or telephone to Investor

Relations, Cedar Fair, L.P., One Cedar Point Dr., Sandusky, OH 44870, telephone: (419)

627-

2233, or from the Company’s website,

www.cedarfair.com

or by contacting Morrow

& Co., LLC, at

(203)

658-9400 or toll free at (800)

206-5879

The Company and its directors and executive officers and certain

other members of its

management and employees may be deemed to participate in the solicitation of proxies in

respect of the Special Meeting of Unitholders. Additional information regarding the interests of

such potential participants is included in the definitive proxy statement.

4

Agenda

I.

Overview of Company and Corporate Growth Goals

II.

Summary of Our Brief History with Q Investments

III.

Review of Q Investments’

Proposals

IV.

Appendix A: Details on Long-term Strategy

V.

Appendix B:  EBITDA Reconciliation

5

Section I

Company Overview

6

FUN: Attractive Value Proposition for

Long-Term Investors

Recognized innovative leader

in regional amusement parks, water parks,

resorts and active entertainment

Attractive park locations and diverse geographical footprint

High-margin, seasonal industry niche

Significant barriers to entry

Strong and

distinctive brands

known for high-quality, pristine parks with

cutting-edge attractions

Consistently voted “Best in Class”

Proven and stable business

model that consistently generates a healthy

revenue stream and strong cash flows

A “Total Return”

investment, not simply a “Yield MLP”

Business

strategy

designed

to

increase

revenues,

adjusted

EBITDA

and

cash

flows to fund future growth, while increasing distributions and further reducing debt

Goal of $1.25 to $1.75 per limited partner unit by 2015

Experienced and proven management team

focused on sustainable long-

term value creation for unitholders

7

Growth Strategy in Place…

Steadily grow attendance and revenues

through

continued

investment

in

trend-

setting new rides and attractions

along

with new targeted marketing programs

Maintain strict controls over operating

costs while maintaining “best-in-class”

visitor experience

Further

reduce

debt

through

the

prudent

use of excess cash flows

Reduces risk to Cedar Fair –

heavily

levered capital structure increases

sensitivity to macroeconomic downturns,

bad weather and travel trends

Provides balance sheet flexibility to take

advantage of growth opportunities in the

future

8

…

and Delivering Desired Results in 2010

Revenues expected between $965

million and $980 million

Projected Adjusted EBITDA

between $345 million and $355

million

2010 Projected Cash Flow

(in millions)

Adjusted EBITDA

$345 -

$355

Cash Interest Costs

~$130

Cash Taxes

~$19

Capital Expenditures

~$85

Cash Distributions

~$14

2010 Projected Cash Flow

$97 -

$107

9

Company on Strong Growth Trajectory

–

with Measurable Metrics in Place

Grow revenues by 10% to 14% by 2015

(~2.3% CAGR)

Grow adjusted EBITDA by 10% to 14%

by 2015 (~2.3% CAGR)

Achieve

free

cash

flows

of

$120

million

to

$140

million

on

an

annual

basis

during

2012 to 2015

Reduce Consolidated Leverage Ratio to

4.0x by 2013

Provide for a sustainable and growing

distribution to unitholders

Goal

of

$1.25

to

$1.75

per

limited

partner

unit

by

2015;

however,

should

cash

flows

exceed

our

expectations

this

distribution

could be higher

Represents a 10% to 14% annual yield

based on today’s market price

Our proven and stable business model should allow us to:

10

Section II

Brief History with Q Investments

11

Brief History with Q Investments

Q

Investments

has

held

FUN

units

for

just

one

year

Since that time…

Its

principal

–

Geoffrey

Raynor

–

was

offered

a

seat

on

the

Board

(he

declined)

It

has

stated

in

an

SEC

filing

its

interest

in

merging

the

company

with

Six

Flags,

a      

company that just emerged from bankruptcy

It

has

flown

the

company’s

former

COO

–

who

resigned

from

FUN

–

to

its

headquarters

but

has

refused

to

meet

with

management

It

has

actively

participated

in

the

selection

of

two

new

Board

members

It

has

threatened

to

“campaign

vigorously”

for

the

removal

of

the

yet-to be

named

new

CEO

It

has

already

sued

FUN

three

times

It

has

also

seen

the

value

of

its

units

appreciate

more

than

20%

12

Brief History with Q Investments

Q

Investments’

actions

over

the

past

11

months

suggest

that

the

short-term

interests of their hedge fund investors are not aligned with the

best

interests of all Cedar Fair unitholders

The short-term focus of Q Investments is evident by the fact that, according

to

its

13F

filing

as

of

September

30,

2010,

only

one

stock

out

of

more than

30 in its portfolio had been held for more than two years

We

believe

Q

Investments’

true

intentions

are

to

get

in,

make

a

quick

profit

and get out

–

with no regard for what’s best for long-term investors

13

Section III

Review of Q Investments’

Proposals

14

Summary

–

Overview

Special Meeting of Unitholders: January 11, 2011 

Proposal 1: to consider and vote upon a proposal from Q Investments to amend the

Partnership Agreement to require the implementation of a policy providing that the

Chairman of the Board of Directors of the General Partner be an independent director

who has not previously served as an officer of the General Partner or its affiliates

Proposal 2: to consider and vote upon a proposal from Q Investments to amend the

Partnership Agreement to require the General Partner to make dividend distribution a

higher priority than debt repayment and to take every action possible, including seeking

necessary amendments to loan agreements, indentures and other documentation, to

implement such distribution with the goal of returning to close to historical distribution

levels based upon earnings

Cedar Fair is asking unitholders

to vote AGAINST both proposals

15

Summary

–

Implications

Proposal 1: Weakens Cedar Fair by requiring changes to the Company’s by-

laws

that

puts

unnecessary

restrictions

on

the

pool

of

qualified

succession

candidates

going forward

Proposal 2: Favors Q Investments’

short-term hedge funds investors over the

Company’s long-term investors

by preventing the Board from making prudent

decisions with the Company’s capital 

16

Proposal 1: Succession Planning

17

Proposal Would Restrict FUN’s

Growth Potential by Unnecessarily

Shrinking Pool of Qualified Candidates

Implementing such a policy that so restricts who could be considered as a possible CEO

successor will not result in strengthening the Company’s corporate governance or in

creating –

or enhancing –

long-term value for unitholders

As part of ongoing succession planning and corporate governance duties, the Board is

open

to

considering

and

evaluating

the

concept

of

separating

the

roles

of

Chairman

and

Chief Executive Officer

However,

the

proposal

as

structured

would

be

highly

disruptive

to

the

Company’s

ongoing

succession-planning

process

that

is

well

under

way

with

Korn/Ferry International, a leading executive search firm

Such

a

policy

would

limit

the

Board’s

ability

to

determine

the

most

capable

candidate,

including members of management, based on experience, abilities and business

climate at any given time

Attracting, retaining and grooming a deep and talented management team to

run the diverse business portfolio has been –

and will continue to be –

a

strategic imperative for the Company

Proposal 1: Succession Planning

18

While there is no set policy regarding Executive Chairman, the Board believes the most

effective

leadership

model

for

the

Company

at

this

time

is

for

Dick

Kinzel

to

continue

as

Chairman and CEO through his contract term ending January 2, 2012

The Board regularly monitors its governance practices

Proactively

and

voluntarily

changed

the

Partnership

Agreement

in

2004

to

enable

unitholders

to elect the Board of the General Partnership

Recent

appointment

of

two

independent

directors,

both

designated

by

Q

Investments,

further

demonstrates

the

Company’s

commitment

to

maintaining

appropriate

unitholder

representation, open communications and effective corporate governance

Active

lead

independent

director

in

place

along

with

annual

board

governance

and

individual director performance reviews

FUN Has a Strong Track Record of

Sound Corporate Governance Practices

19

Lead independent director –

Michael Kwiatkowski

Seven of nine Board members meet NYSE independence requirements

All

members

of

Audit,

Governance

and

Compensation

committees

are

independent

Two directors designated by Q Investments recently joined the Board: 

Eric Affeldt

(Member of Audit and Compensation committees)

John Scott (Member of Audit and Succession Planning committees)

Both oppose Q Investments’

proposals   

Retained Korn/Ferry International to work with the special committee of independent

directors

of

the

Board

to

identify

qualified

candidate

to

succeed

Dick

Kinzel

as

CEO

Company

expects

process

to

be

completed

by

the

end

of

the

second

quarter

of 2011

Current Board and Committee Structure

Ensures Independence

20

Proposal 2: Use of Cash

21

Proposal 2: Use of Cash

In the first half of 2010, the Board carefully evaluated a wide range of financing

options

and

use-of-cash

scenarios

–

including

input

from

Q

Investments

and

other

unitholders

–

with its independent advisors

In July, debt refinancing was determined to be in the best long-term interest of

the

Company

and

its

unitholders

as

it

would

allow

for

significantly

enhanced

financial flexibility and greater stability, among other things

Company

negotiated

reinstatement

of

distributions

into

refinancing

terms,

beginning in 2010

Refinancing allowed the Company to resume its distributions to unitholders,

which

marked

the

24

consecutive

year

of

paying

a

unitholder

distribution

Prior

to

2009,

the

Board

had

increased

the

distribution

to

unitholders

in

22

of

23 consecutive years

Q Investments’

request to mandate change in the Company’s proven fiscal policy

is an apparent effort to create more short-term cash flow at the expense of long-

term value creation and sustainable growth, which we believe is not in the best

interests of all

unitholders

Q Investments’

proposal needlessly jeopardizes FUN’s

financial flexibility by putting

short-term gains ahead of the long-term health and total returns of the Company

th

22

Commitment to Distributions Is Critical

Piece of MLP Structure

$0.22

$0.54

$0.57

$0.65

$0.74

$0.83

$0.94

$1.03

$1.13

$1.18

$1.26

$1.29

$1.39

$1.50

$1.58

$1.65

$1.74

$1.79

$1.83

$1.87

$1.90

$1.92

$1.23

$0.25

$0.00

$0.50

$1.00

$1.50

$2.00

$2.50

More

than

$1.4 billion paid

in distributions since 1987

Dollars per unit

FUN

has

demonstrated

its

commitment

to

distributions

to

unitholders

over

its

history

and has reconfirmed its commitment to growing distributions moving forward

23

FUN Maintains an Unwavering Focus on Sustainable,

Long-Term

Value

Creation

for

All

Unitholders

The

Company’s

long-term

growth

strategy

is

designed

to

provide

unitholders

with a

strong and sustainable distribution

and comprises:

steady

reinvestment

in

the

parks

and

targeted

marketing

programs

to generate

continued organic growth

strict

controls

over

operating

costs

while

maintaining

“best-in-class”

visitor

experience

prudent fiscal management

that responsibly maintains an appropriate balance

between distributions and a balance sheet, as well as an investment policy, that

provides maximum long-term returns

FUN

has

announced

plans

for

increasing

the

distribution

over

the

next

five

years

and returning it to its historical rates in conjunction with a measured

reduction in debt levels

Management

believes

a

policy

limiting

financial

flexibility

puts

an

unhealthy, short-term

focus

on use of cash with no regard for risk, changing business conditions and

circumstances

24

Debt Refinancing Critical Component of

Prudent Fiscal Policy

Cedar Fair is targeting a long-term capital structure that provides a low cost of capital,

cushion against downside scenarios and ample liquidity to finance future growth and

distributions

Stronger credit ratings will provide lower cost of capital and enhance financial flexibility

The absence of tax shield on debt reinforces the fortress balance sheet argument

Challenging access to capital during downturns:

Equity

issuance:

As

a

MLP,

ability

to

raise

equity

is

limited

–

cannot

raise enough

equity to make a material impact on debt or leverage

Asset

sales:

In

a

downturn,

selling

theme

park

assets

is

challenging

due

to

lack

of

strategic

buyers

and

depressed

valuations

–

even

if

possible,

an

asset

sale

would

have an immaterial deleveraging impact

Therefore, creating balance sheet strength is a critical component of a prudent financial

policy

Cedar Fair’s current dividend yield of 1.7% is in line with S&P 500 firms

The Company plans to steadily increase its distributions towards

the MLP average

distributions (~6% yield) and its own historical distribution levels going forward

25

Unit price performance one year prior to distribution suspension

Source: FactSet; market  data as of 12/10/10

Since Our Focus Turned to Debt Reduction and Capital

Structure, the Units have Recovered and Outperformed

25%

50%

75%

100%

125%

150%

Nov-08

Feb-09

May-09

Aug-09

Nov-09

FUN

S&P500

14%

(50%)

75%

100%

125%

150%

175%

200%

225%

Nov-09

Feb-10

May-10

Aug-10

Nov-10

FUN

S&P500

19%

112%

Unit price performance since distribution suspension

26

Analysts Support Debt Refinancing

Four out of five equity research analysts recommend FUN with a “buy”

rating

“We

believe

debt

retirement

is

a

more

compelling

use

of

cash flow in the near term and consider that to be the

biggest key to improving unit holder value.”

-

Hilliard Lyons, June 2010

“Overall,

the

first

half

could

not

have

gone

better

for

FUN,

as the company improved its park-level results,

increased margins, and renegotiated its debt with

expanded operating flexibility and extended maturities.”

-

Longbow, August 2010

“[Debt refinancing] will produce greater financial

flexibility and capital structure certainty allowing for (1)

future distribution reinstatement mid-late 2011, (2) debt

reduction, and (3) growth of business.”

-

Wells Fargo, August 2010

“Further, while the less aggressive debt pay down is

slightly disappointing, we recognize that there is a

balance that must be struck between debt pay down and

the payment of a distribution, and we believe the

resumption and projected increase of the distribution will

be viewed favorably by the market.”

-

KeyBanc, October 2010

“We

believe

Cedar

Fair

has

addressed

one

of

its primary

risks with the July 2010 refinancing thereby extending

maturities…

which removed an overhang on the stock as

investors were nervous about impending debt

maturities.”

-

Merriman, November 2010

“We

believe

fears

surrounding

maturities

and

covenants

on debt were the biggest overhang on FUN shares, and

with these fears alleviated, we expect to see appreciation

from here.”

-

Longbow, July 2010

27

Achieving Long-term Growth

The Company’s long-term goals are obtainable because the

Company refinanced its debt in July 2010 to provide the financial

flexibility

–

and

balance

sheet

strength

–

necessary

to

take full

advantage of its long-term growth potential

28

Cedar Fair’s Board Unanimously

Recommend Unitholders

Vote AGAINST

the Proposals Submitted by Q Investments

29

Section IV

Appendix A: Details on Long-

term Strategy

30

Achieving Long-term Growth

Create Value

Trademark new rides and attractions

Unique experience customer cannot

recreate at home

Increased focus on special events

Create Urgency

“Limited Time”

offers

Text message offers when inside park

Goal:  Grow revenues by 10% to 14% by 2015 (~2.3% CAGR)

Create Buzz

Media placement

Online social networks (Facebook,

Twitter)

Digital marketing (blogs, text messaging)

Extend Customers’

Stay

Market competitive renovations to

existing hotels

Consideration of accommodations /

resort development at other parks where

appropriate

31

Achieving Long-term Growth

Revenue Growth

Expanding market share and

visitor spend

Strict cost controls

Proven history of controlling

operating costs

Low corporate overhead

Remain focused on our four

cornerstones:  Safety,

Cleanliness, Courtesy and

Service –

wrapped in Integrity

Maintain operating margins

between 34% and 36%

Goal:  Grow adjusted EBITDA by 10% to 14% by 2015 (~2.3% CAGR)

32

Achieving Long-term Growth

Adjusted EBITDA

CAGR of ~2.3% to 2015 required to meet cash flow goals

Cash FOR:

Cash Interest Expense

2011

~$160

million

(due

to

“old”

swaps

which

mature

in

2011

and

2012)

2012

and

beyond

$110

million

to

$120

million

Capital Expenditures

2011 expected to be approximately $75 million to $80 million

Future average annual spend approximately $80 million to $90 million

Cash Taxes

Approximately $15 million to $20 million on an annual basis starting with 2011

Goal:  Achieve free cash flows of $120 million to $140 million on an

annual basis during 2012 to 2015

33

Achieving Long-term Growth

We have stabilized our capital structure:

Long-term debt includes:

$1.175 billion senior secured term loan (matures Dec. 2016)

$405 million senior unsecured notes (mature Dec. 2018)

$260

million

available

through

a

senior

secured

revolving

credit

facility

(matures July 2015)

Reduce Leverage Ratios

Reduce through growth in adjusted EBITDA and reduction of debt through the use of

excess cash flow

Senior secured leverage ratio to be reduced to sub-3.0x in 2013 (currently at 3.4x)

Consolidated Leverage Ratio to be reduced to 4.0x in 2013 (currently at 4.5x)

Interest Rates

Guideline: ~60/40 fixed/variable

Current swaps expire in Oct. 2011 ($1.0 billion) and Feb. 2012 ($268 million)

Recently entered into $600 million of forward starting swaps

Begin October 2011, mature in December 2015

LIBOR at an average rate of 2.6%

Goal:  Reduce Consolidated Leverage Ratio to 4.0x by 2013

34

Achieving Long-term Growth

Excess Cash Flow distribution capacity per Credit Agreement

50% available 

senior secured leverage ratio is >3.25x

75% available

senior secured leverage ratio is 2.75x to 3.25x

100% available

senior secured leverage ratio is <2.75x

Cedar Fair remains committed to issuing a distribution on a quarterly basis

Provide

for

a

sustainable

and

growing

distribution

to

unitholders

beginning

today

Represents a 10%-14% annual yield beginning 2015 based on current unit price

Stabilizing the capital structure has put us in a position to reward

unitholders

as we execute our plan:

35

Achieving Long-term Growth

Declared 2010 distribution of $0.25 per unit

Payable

on

December

15,

2010

to

unitholders

of

record

on

December

3,

2010

24    consecutive year Cedar Fair has paid a distribution

2011 Distribution

$20 million available for distributions under current senior secured credit agreement

Board has announced it intends to pay full amount, or approximately $0.35 per unit

Quarterly distributions would start at $0.08 per unit in March of 2011

Additional $20 million available for distributions if senior secured leverage ratio falls below

3.0x

2012 Distribution and Beyond

Plan to steadily increase distribution on an annual basis

Goal:  $1.25 -

$1.75 annual distribution per LP unit by 2015; however, should

cash flows exceed our expectations this distribution could be higher

th

36

Section V

Appendix B: EBITDA Reconciliation

37

EBITDA Reconciliation

EBITDA Adjustments

($ in thousands)

LTM 9/26/2010

Net income

$5,308

Interest expense

137,598

Interest (income)

(1,076)

Provision for taxes

4,093

Depreciation and amortization

130,675

EBITDA

$276,688

Loss on early debt extinguishment

35,289

Net effect of swaps

19,001

Unrealized foreign exchange (gain) on Note

(4,789)

Equity-based compensation

(687)

Loss on impairment of goodwill and other 

Intangibles

5,890

Loss on impairment/retirement of fixed

assets, net

345

Terminated merger costs

16,153

Class action settlement costs

276

Adj. EBITDA

$348,166